Texas Independent Automobile Dealers Association
Article I Name, Tenure, and Location
Section 1. Name: The name of this organization shall be the TEXAS INDEPENDENT AUTOMOBILE DEALERS ASSOCIATION, INC., a non-profit 501(c)(6) corporation incorporated in the State of Texas.
Section 2. Tenure: This Association shall not be dissolved so long as ten (10) members in good standing object thereto. If, however, dissolution is agreed to, the Board of Directors shall provide for the payment of all obligations and distribute any remaining assets in the following manner: first, to the affiliated local organizations based on a per capita formula; second, within its discretion to any other non-profit and tax exempt-related educational or charitable organization or institution.
Section 3. Location: The offices of this Association shall be located in a city within the State of Texas at the discretion of the Board of Directors.
Article II Objectives
The objectives of this Association shall be:
1. To secure as a member every qualified, licensed independent automobile dealer in Texas.
2. To develop and maintain high professional standards of conduct among automobile dealers.
3. To develop and present educational programs which will further enhance the knowledge and competence of automobile dealers, their agents and employees.
4. To acquire, preserve, and disseminate data and valuable information relative to the functions and accomplishments of the independent automobile dealer industry.
5. To identify and provide those services which Association members need and desire.
6. To provide effective representation for the independent automobile dealers in relationships with government, business and industry on issues which properly fall within the purview of the Association.
7. To provide recognition for outstanding management and leadership skills and service to business, government, and the public.
8. To cooperate with local, state, regional, and national groups in a common endeavor to advance the independent automobile dealer industry as a profession and promote liaison with other professional, government and business groups.
9. To promote our system of free, competitive enterprise, with emphasis on individual freedom of choice and individual acceptance of responsibility, and to make the public aware of the positive role which independent automobile dealers play in our society.
Article III Membership
Section 1. Qualification: The membership in this Association shall be composed of five categories: Active, Associate, Branch, Honorary and Special memberships. Each member agrees to comply with the Association's Code of Ethics.
Section 2. Voting Members: Active Membership shall be limited to individuals, companies or corporations engaged in the business of buying and selling any and all types of motor vehicles as a licensed, independent automobile or truck dealer at an established place of business in Texas. Each company or corporation member shall designate a representative who shall be an employee, partner or stockholder of the company or corporation, to cast votes for the company or corporation. The voting rights accorded to the active membership of TIADA shall be to participate in the election of officers at the annual convention. Active members can also serve as delegates through their respective local chapters, as at-large delegates and may participate in any called membership meeting outlined by these bylaws. No proxy voting shall be recognized.
Section 3. Non-Voting Members: The following membership categories shall have no vote nor be eligible to hold office in this Association:
A) Associate Membership: Associate Membership shall be available to individuals, companies or corporations engaged in a business related to, associated with, or assisting individuals engaged in the automobile business, such as: automobile finance companies, wholesale auto auctions, banks, dealers outside the state of Texas, automobile parts companies, garages, insurance companies or agents, owners of franchised automobile dealerships or other businesses engaged in the sale of services, supplies or merchandise, dealing with Active Members of this Association.
B) Branch Membership: Branch Membership shall be available to any person, or business firm owned by or affiliated with an Active or Associate Member of the Association.
C) Honorary Membership: An Honorary Membership may be bestowed on individuals, companies or corporations for their exemplary service to this Association, as duly chosen for such an honor by the Board of Directors.
D) Special Membership: A Special Membership shall be available to individuals, partners, a collection of individuals, companies or corporations who wish to become affiliated with this Association prior to and during the annual convention or other major Association event upon payment of Special Membership fees as determined by the Board of Directors.
Section 4. Affiliations: The Association may enter into agreements of affiliation with the National Independent Automobile Dealers Association, regional or local independent automobile dealers associations and other related organizations performing group services for independent automobile dealers. Such affiliations may be undertaken to improve the effectiveness of this Association and its members in attaining its objectives and the terms and conditions of the affiliation shall be the responsibility of the Board of Directors. There shall be affiliation agreements which delineate the objectives of the affiliation, the services to be performed, the managerial and financial commitments of the Association, and such agreements shall be approved by the Board of Directors.
Section 5. Application for Membership: All applicants for membership must submit a completed application to the principal office of the Association.
Section 6. Admission of Members: Admission of applicants for membership shall be subject to approval or rejection by a majority vote of the Executive Committee.
Section 7. Removal: Members in any classification may be removed from membership by majority vote of the Executive Committee. An individual who no longer qualifies for membership shall have his membership automatically terminated within sixty days. For any cause other than nonpayment of dues and change of employment status, removal shall occur only after due process has been followed. Any complaint against any member shall be given to the Grievance Committee, in writing. Their recommendation shall be sent to the Executive Committee for review. Before any removal decision can be issued by the Executive Committee, the respondent shall be given a reasonable opportunity for defense. If removed, the member may appeal the Executive Committee’s decision at the next regularly scheduled meeting of the Board of Directors, provided written notice of intent to appeal is received by the principal office of the Association at least 30 days prior to the meeting.
An individual is disqualified for membership if his business, function, or operation, or that of his employer, is or becomes inconsistent with or contrary to the purposes, objectives and ethical standards of the Association.
Article IV Dues
Section 1. Dues: Dues for all categories of membership shall be established by the Board of Directors.
Section 2. Delinquency and Cancellation: Any member of this Association who shall be delinquent in dues for a period of 30 days shall be notified of such delinquency and be suspended from receiving further services. If payment of dues is not made within the succeeding 30 days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless the Executive Committee waives such termination, at the request of the member.
Section 3. Refunds: No dues shall be refunded to any member whose membership terminates for any reason except as approved by the Executive Committee.
Article V Officers
Section 1. Officers: The elected officers of this Association shall be a President who shall attain the position after serving one year as President-elect, a President-elect, six Regional Vice-Presidents, two Vice-Presidents at large, a Secretary, and a Treasurer. The immediate past President shall serve as Chairman of the Board.
Section 2. Qualification for Office: Any Active Member in good standing shall be eligible for nomination and election to any elective office of this Association.
Section 3. Nomination and Election of Officers: In accordance with the procedure specified in Article IX, Section 1, the Nominations Committee shall prepare and submit to the members nominations for the elective officers of the Association. Any individual so nominated shall have given prior consent to nomination and election as an officer. An Election Committee, composed of the three most immediate Past Presidents present at the annual state convention shall conduct the election and count the ballots. In said election each Active Member will have one vote to cast for each position to be elected. Candidates receiving a majority of votes for each office shall be declared elected.
Section 4. Terms of Office: Each elected officer shall serve for a term of one year starting September 1.
Section 5. Re-Election: All officers may be re-elected, however, their terms shall not exceed two consecutive terms in any one position unless no other nominee is available.
Section 6. Duties of Officers:
A) President: The President shall preside at all meetings of the members, the Executive Committee, the Board of Directors and the House of Delegates, shall serve as an ex-officio member of all committees, shall have the authority to execute authorized contracts, and upon completion of his or her term shall serve one year as an ex-officio member of the Board of Directors and Executive Committee as Chairman of the Board.
B) Vice-Presidents: The Vice-Presidents shall perform such duties as designated by the Executive Committee, Board of Directors, or the President.
C) Secretary: The Secretary shall verify the minutes of all meetings of the Board of Directors, the Executive Committee and the members, sign all documents or instruments which require the Secretary’s signature, and perform such duties as the membership, Executive Committee or Board of Directors direct by appropriate resolution.
D) Treasurer: The Treasurer shall be responsible for the accounting of all monies and funds or properties of the Association and the disbursement of such funds pursuant to the authorization of the Board of Directors and shall serve as Chairman of the Budget & Finance Committee.
E) President-Elect: The President-elect shall act in absence of the President and shall assist the President on special projects.
F) Chairman of the Board: The Chairman of the Board shall assist the President and serve as Chairman of all Past President’s meetings.
Article VI Executive Committee
Section 1. Authority and Responsibility: The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws. Executive Committee actions are pursuant to delegation of authority by the Board of Directors. Actions of the Executive Committee shall be reported to the Board by mail, including e-mail, within ten days of any Executive Committee meeting.
Section 2. The Executive Committee: The Executive Committee shall consist of the President, President-Elect, Secretary, Treasurer, and the Chairman of the Board.
Section 3. Quorum; Call of Meetings: A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The President shall call such meetings of the Executive Committee as the business of the Association may require.
Section 4. Vacancies: Any vacancy occurring on the Executive Committee shall be filled by an officer appointed by the Executive Committee. An officer so appointed to fill a vacancy shall serve the unexpired term of the predecessor.
Article VII Board of Directors
Section 1. Authority and Responsibility: The affairs of the Association shall be managed by its Board of Directors subject to these bylaws and the overall policy directives of the House of Delegates. The Board shall have supervision, control and direction of the affairs of the Association, its committees and publications; shall determine its policies or changes therein; shall actively pursue its objectives and supervise the disbursements of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibilities to the Executive Committee.
Section 2. Qualifications and Composition: The Board of Directors of this Association shall be composed of the Chairman of the Board and the elected officers of the Association.
Section 3. Meetings: The Board of Directors shall meet at least quarterly.
Section 4. Quorum: A majority of officers shall constitute a quorum for the transaction of business at all meetings of the Board of Directors.
Section 5. Voting: Voting rights for board members shall not be delegated to another, nor exercised by proxy.
Section 6. Removal: The Board of Directors, at its discretion, by a majority vote of all its members may remove any board member from office for cause.
Section 7. Compensation: Board members elected officers shall not receive any compensation for their services.
Article VIII. House of Delegates
Section 1. Authority and Responsibility: The supreme governing body of this Association shall be the House of Delegates.
The House of Delegates shall:
(a) Approve all changes in the bylaws of the Association,
(b) Approve the legislative agenda and,
(c) Establish the annual dues,
(d) Review any audited or reviewed financial statement from the previous fiscal year.
Section 2. Qualifications and Composition: The House of Delegates of this Association shall be composed of the Past Presidents of the Association, the affiliated local organization delegates, at-large designated delegates, the Chairman of the Board and the elected officers of the Association.
Section 3. Term of Office and Manner of Selection: All delegates shall serve a term of one year. Delegates of the affiliated local organizations shall be selected by the affiliated local organizations, one delegate for the first five members and an additional delegate for each 20 additional members or part thereof.
The number of delegates each affiliated local organization is entitled to shall be determined annually by the number of current state members of the affiliated local organization’s roll on April 1st of each year. Each affiliated local organization shall be entitled to the same number of delegates throughout the year.
Each affiliated local organization shall submit a list of its delegates to the State President no later than four weeks prior to the date of the House of Delegates meeting. If an affiliated local organization does not timely submit its list of representatives, the President shall appoint delegates from the area served by the affiliated local organization.
The President may appoint one at-large designated delegate per Region that does not reside in an area represented by a local chapter.
Section 4. Quorum: A majority of the delegates who have been verified in attendance at the House of Delegates shall constitute a quorum for the transaction of business at all meetings of the House of Delegates.
Section 5. Meetings: A regular meeting of the House of Delegates shall be held at least once each year. Special meetings of the House of Delegates may be called at any time by the President or upon receipt of a written request from the majority of the Board of Directors. Notice of special meetings shall contain a statement of purpose of such meetings and the business shall be confined to such items.
Section 6. Voting: Voting rights of a delegate shall not be delegated to another, nor exercised by proxy.
Article IX Standing and Special Committees
Section 1. Standing Committees: The President shall appoint the chairman and members of the following standing committees: Auction Liaison, Budget and Finance, Bylaws, Convention, Dealer Education, Legislative, Membership Recruitment, Membership Services, Nominations and Special Membership. Whenever possible, each Standing Committee shall have no less than two nor more than ten members, except the Nominations and Special Membership committees. The term of appointment will be for one year. In order to ensure continuity of committee operations, the incoming President shall have the responsibility to reappoint at least one member of the incumbent committee to serve on the new committee. No individual shall chair more than three Standing Committees at any one time. The Board of Directors may remove any committee member for cause.
A) The Auction Liaison Committee shall include Associate members representing wholesale auto auctions and shall assist the staff in designing and executing programs to improve the relationship between dealers and auctions, and to make recommendations to the Board of Directors.
B) The Awards Committee shall assist the staff in administering awards programs of the Association according to policies established by the Board of Directors; establish qualifications and secure entries of all awards and advise the staff on the promotion, rules, and selection and presentation of awards.
C) The Budget and Finance Committee shall counsel with the Executive Director on the annual budget of the Association and prepare recommendations for the Board of Directors; prepare and submit to the Board a report and analysis of the finances of the Association; study and recommend the investment of surplus funds, and advise on condition of the funds in trust; and review the annual audit or audit review of the accounts.
D) The Bylaws Committee shall assist the staff in reviewing all proposed changes in the bylaws of the Association to the House of Delegates for its consideration; place the proposals in the proper wording for inclusion in the bylaws; correct all grammatical errors; combine proposals of like substance; recognize authors of proposed amendments during the committee presentation to the House of Delegates; work with the State Treasurer to develop a fiscal impact statement for each proposed amendment; and offer the recommendations of the committee regarding the usefulness and propriety of each proposed amendment. The author of a proposed amendment shall have (5) five minutes to speak before the House of Delegates in defense of any change.
E) The Convention Committee shall assist the staff in all arrangements for the Annual Convention, including program, attendance promotion, hospitality, publicity, and special entertainment.
F) The Dealer Education Committee shall assist the staff in formulating educational programs to improve dealers’ business operations and promote greater compliance with federal and state laws and to assist in formulating programs and projects for improving the independent automobile dealer image.
G) The Legislative Committee shall assist the staff in recommending to the Board of Directors procedures for improving the relations between all independent automobile dealers and all levels of government. Further, the Committee shall analyze and evaluate legal trends and developments applicable to the independent automobile dealer and recommend to the Board legislative programs needed for implementation.
H) The Membership Recruitment Committee shall assist the staff in designing and executing membership recruitment programs and campaigns; review periodically and, if necessary, make recommendations to the Board on current rules and regulations, qualifications, etc., relating to membership as outlined in these Bylaws.
I) The Membership Services Committee shall assist the staff in designing and executing membership service programs, providing periodic review and, if necessary, make recommendations to the Board.
J) The Nominations Committee shall consist of the past presidents of the Association. The Committee shall nominate candidates for each elected position and notify the membership of its nominations for election at least 10 days prior to the Annual. The Committee shall be chaired by the Chairman of the Board. A ballot shall indicate those nominations recommended by the Nominations Committee and additional nominations made from the floor.
K) The Special Membership Committee shall consist of the past presidents of the Association. The Committee shall assist the staff in designing programs for the special memberships made available from time to time, and shall recommend to the Board the special membership fees.
Section 2. Other Committees: The President shall appoint such other ad hoc committees as are necessary and which are not in conflict with other provisions of these Bylaws.
Section 3. The Board of Directors: The Board of Directors shall define and delineate the duties and responsibilities of all Committees of this Association, including the Executive Committee.
Article X Executive and Staff
Section 1. Appointment: The Board of Directors shall employ a salaried association executive officer who shall have the title of Executive Director with terms and conditions of employment as shall be specified by the Board.
Section 2. Authority and Responsibility: The Executive Director shall be the Chief Executive of the Association responsible for all management functions. The Executive Director shall manage and direct all activities of the Association as prescribed by the Board of Directors, shall be responsible to the Board, and shall serve as ex-officio member of all standing and special committees. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and fix their compensation within the approved budget. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of the Association.
Article XI Finance
Section 1. Fiscal Period: The Fiscal year of the Association shall begin September 1 and end August 31.
Section 2. Bonding: A trust or surety bond shall be provided for all employees of the Association. The amount of such bond shall be determined by the Board of Directors and the cost paid by the Association.
Section 3. Budget: With recommendations of the Budget and Finance Committee, the Board of Directors shall adopt an operating budget covering all activities of the Association.
The Treasurer shall furnish the Board of Directors during the first meeting of the Board each fiscal year a financial report of the year just completed
Section 4. Audit: The Budget and Finance Committee may select a certified public accountant or licensed public accountant to conduct an independent audit or review of the Association's accounts and submit such a report to the Board of Directors.
Article XII Indemnification
Section 1. Indemnification: Every director, officer, or employee of this Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon the individual in connection with any proceeding to which the individual may be made a party or in which the individual may become involved, by reason of the individual being or having been a director; officer or employee of the Association, whether or not the individual is a director, officer, or employee at the time such expenses are incurred, except in such cases wherein the director, officer or employee is adjudged quality of willful malfeasance in the performance of the individual's duties.
Provided, however, in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer or employee may be entitled.
Article XIII Referendums
Section 1. Referendums: A referendum of the membership on any issue may be called for by any of the following methods:
(a) by the President,
(b) by a majority of the Executive Committee,
(c) by a majority of the Board of Directors, or,
(d) by the President, upon receipt of a written request by not less than 20% of the Active Members. For this purpose, the number of Active Members shall be the number of Active Members on March 1st of the immediate preceding year.
Section 2. Votes: Exact wording of the question to be voted on must be presented to the Association Secretary who will certify the process within 30 days. Any referendum shall be put to the membership by mailing of ballots to all members within 30 days of such request having been certified by the Association Secretary. Ballots must be returned postmarked within 30 days from the date the ballots were mailed. The result of the votes cast shall be announced to all TIADA members in a reasonable timeframe.
Article XIV Amendments
Section 1. Amendments: These Bylaws may be amended by a two-thirds vote of the delegates present at any House of Delegates meeting duly called for that purpose, provided notice of such changes have been sent, in writing, to the members no less than thirty days before such meeting. Amendments shall become effective immediately upon their adoption.
November 17, 1952 November 4, 1956 July 31, 1959
November 15, 1964 November 8, 1965 November 6, 1966
November 5, 1967 November 10, 1968 October 17, 1969
October 27, 1969 October 25, 1970 November 1, 1971
September 10, 1972 November 4, 1974 October 29, 1975
December 7, 1975 June 12, 1977 July 14, 1979
October 25, 1980 April 24, 1983 July 27, 1986
July 24, 1988 October 14, 1990 July 19, 1992
July 24, 1993 June 22, 2000 June 23, 2006
November 10, 2007 November 8, 2008 October 26, 2009
July 19, 2011